This Asset Purchase Agreement is between a purchaser and a seller of a business and its assets. This agreement sets out the specifics of the parties’ arrangement including the assets being sold and any assets which are excluded, the condition of the purchased assets and the total purchase price. It also includes the date of closing and seller’s promise to maintain the business activities through the closing date. It is crucial that this type of business arrangement be set out in writing and not left to oral representations. A well-written Asset Purchase Agreement will be important in the event there are misunderstandings or disagreements between the seller and purchaser.

This Asset Purchase Agreement includes the following provisions:

• Parties: Sets out the names of the seller and purchaser of the business assets;
• Assets: Sets forth the assets to be purchased and that the assets are free of liens and encumbrances;
• Excluded Assets: Sets forth any assets which are not being purchased;
• Liabilities: Sets forth the specific liabilities and debts of seller which purchaser agrees to assume;
• Purchase Price: The total purchase price to be paid to seller at closing;
• Condition of Assets: The current condition of all assets being purchased;
• Closing Date/Conditions: The date, time and location of the closing and any conditions which must be met prior to closing;
• Delivery: Sets out how the purchaser will take possession of the assets including delivery location and time;
• Signatures: The seller and purchaser must sign the agreement;
• Schedules: This agreement contains schedules which set out approvals, commitments, employees and contractors, suppliers and customers of the business.

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This attorney-prepared packet contains:

1. Instructions and Checklist
2. General Information
3. Asset Purchase Agreement

State Law Compliance: This form complies with the laws of all states